SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997, OR
------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
----- ------
Commission file number 0-22025
--------------------------------------------------------
AASTROM BIOSCIENCES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 94-3096597
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
24 Frank Lloyd Wright Dr.
P.O. Box 376
Ann Arbor, Michigan 48106
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip code)
(313) 930-5555
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] - Yes [ ] - No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
COMMON STOCK, NO PAR VALUE 13,266,926
(Class) Outstanding at November 10, 1997
Page 1
AASTROM BIOSCIENCES, INC.
Quarterly Report on Form 10-Q
September 30, 1997
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements Page
a) Condensed Balance Sheets as of June 30, 1997 and
September 30, 1997 3
b) Condensed Statements of Operations for the three
months ended September 30, 1996 and 1997 and
for the period from March 24, 1989 (Inception) to
September 30, 1997 4
c) Condensed Statements of Cash Flows for the three
months ended September 30, 1996 and 1997 and
for the period from March 24, 1989 (Inception) to
September 30, 1997 5
d) Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market
Risk *
PART II - OTHER INFORMATION
Item 1. Legal Proceedings *
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities *
Item 4. Submission of Matters to a Vote of Security Holders *
Item 5. Other Information *
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
* No information is provided due to inapplicability of the item.
Page 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AASTROM BIOSCIENCES, INC.
(a development stage company)
CONDENSED BALANCE SHEETS
June 30, September 30,
1997 1997
------------ ------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,943,000 $ 1,505,000
Short-term investments 15,064,000 12,126,000
Receivables 229,000 209,000
Prepaid expenses 126,000 93,000
------------ ------------
Total current assets 17,362,000 13,933,000
PROPERTY, NET 1,048,000 941,000
------------ ------------
Total assets $ 18,410,000 $ 14,874,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,508,000 $ 1,606,000
Accrued employee expenses 130,000 115,000
Current portion of capital lease
obligations 124,000 99,000
------------ ------------
Total current liabilities 1,762,000 1,820,000
CAPITAL LEASE OBLIGATIONS 65,000 48,000
SHAREHOLDERS' EQUITY:
Preferred Stock, no par value;
shares authorized - 5,000,000;
none issued and outstanding - -
Common Stock, no par value;
shares authorized - 40,000,000;
shares issued and outstanding -
13,275,208 and 13,272,674,
respectively 58,073,000 57,989,000
Deficit accumulated during the
development stage (41,313,000) (44,938,000)
Shareholder notes receivable (167,000) (47,000)
Unrealized gains (losses) on investments (10,000) 2,000
------------ ------------
Total shareholders' equity 16,583,000 13,006,000
------------ ------------
Total liabilities and shareholders'
equity $ 18,410,000 $ 14,874,000
============ ============
The accompanying notes are an integral part of these financial statements.
Page 3
AASTROM BIOSCIENCES, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended March 24, 1989
September 30, (Inception) to
-------------------------- September 30,
1996 1997 1997
----------- ----------- ------------
REVENUES:
Research and development agreements $ 195,000 $ 3,000 $ 2,020,000
Grants 29,000 13,000 2,156,000
----------- ----------- ------------
Total revenues 224,000 16,000 4,176,000
----------- ----------- ------------
COSTS AND EXPENSES:
Research and development 3,160,000 3,243,000 41,675,000
General and administrative 452,000 613,000 9,655,000
----------- ----------- ------------
Total costs and expenses 3,612,000 3,856,000 51,330,000
----------- ----------- ------------
LOSS FROM OPERATIONS (3,388,000) (3,840,000) (47,154,000)
----------- ----------- ------------
OTHER INCOME (EXPENSE):
Interest income 126,000 220,000 2,472,000
Interest expense (11,000) (5,000) (256,000)
----------- ----------- ------------
Other income 115,000 215,000 2,216,000
----------- ----------- ------------
NET LOSS $(3,273,000) $(3,625,000) $(44,938,000)
=========== =========== ============
NET LOSS PER SHARE $(.32) $(.27)
=========== ===========
Weighted average number of common and
common equivalent shares outstanding 10,107,000 13,279,000
=========== ===========
The accompanying notes are an integral part of these financial statements.
Page 4
AASTROM BIOSCIENCES, INC.
(a development stage company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 24, 1989
September 30, (Inception) to
-------------------------- September 30,
1996 1997 1997
----------- ----------- ------------
OPERATING ACTIVITIES:
Net loss $(3,273,000) $(3,625,000) $(44,938,000)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 136,000 151,000 1,982,000
Loss on property held for resale - - 110,000
Amortization of discounts and premiums
on investments - (50,000) (253,000)
Stock compensation expense 40,000 25,000 155,000
Changes in assets and liabilities:
Receivables (139,000) 2,000 (227,000)
Prepaid expenses 59,000 33,000 (93,000)
Accounts payable and accrued expenses (351,000) 98,000 1,606,000
Accrued employee expenses (17,000) (15,000) 115,000
Deferred revenue (69,000) - -
----------- ----------- ------------
Net cash used for operating activities (3,614,000) (3,381,000) (41,543,000)
INVESTING ACTIVITIES:
Organizational costs - - (73,000)
Purchase of short-term investments (1,200,000) (500,000) (31,638,000)
Maturities of short-term investments - 3,500,000 19,767,000
Capital purchases (173,000) (44,000) (2,186,000)
Proceeds from sale of property held for resale - - 400,000
----------- ----------- ------------
Net cash provided by (used for) investing activities (1,373,000) 2,956,000 (13,730,000)
FINANCING ACTIVITIES:
Issuance of Preferred Stock - - 34,218,000
Issuance of Common Stock 1,000 29,000 20,056,000
Payments received for stock purchase rights - - 3,500,000
Payments received under shareholder notes - - 31,000
Principal payments under capital lease obligations (73,000) (42,000) (1,027,000)
----------- ----------- ------------
Net cash provided by (used for) financing activities (72,000) (13,000) 56,778,000
----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,059,000) (438,000) 1,505,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,967,000 1,943,000 -
----------- ----------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,908,000 $ 1,505,000 $ 1,505,000
=========== =========== ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 11,000 $ 5,000 $ 256,000
Additions to capital lease obligations - - 1,174,000
The accompanying notes are an integral part of these financial statements.
Page 5
AASTROM BIOSCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION
Aastrom Biosciences, Inc. (the "Company") was incorporated in March 1989
("Inception") under the name Ann Arbor Stromal, Inc. The Company changed
its name in 1991 concurrent with the commencement of employee-based
operations. The Company is in the development stage with its principal
business activities being research and product development, conducted
principally on its own behalf, but also in connection with various
collaborative research and development agreements with other companies,
involving the development of processes and instrumentation for the ex vivo
production of human stem cells and their progeny, and hematopoietic and
other tissues. Successful future operations are subject to several
technical and business risks, including satisfactory product development
and obtaining regulatory approval and market acceptance of its products.
2. BASIS OF PRESENTATION
The condensed financial statements included herein have been prepared by
the Company without audit, according to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The financial statements reflect,
in the opinion of management, all adjustments (which consist solely of
normal recurring adjustments) necessary to present fairly the financial
position and results of operations as of and for the periods indicated. The
results of operations for the three months ended September 30, 1997, are
not necessarily indicative of the results to be expected for the full year
or for any other period.
These financial statements should be read in conjunction with the audited
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K, as amended and filed with the Securities and Exchange
Commission.
3. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of common
and common equivalent shares outstanding during the period. Common
equivalent shares are not included in the per share calculation where the
effect of their inclusion would be anti-dilutive. However, common and
common equivalent shares issued during the 12 month period preceding the
filing of the registration statement for the Company's initial public
offering which was completed in February 1997, (the "IPO") at a price below
the expected offering price are considered to be cheap stock and are
included in the calculation for periods prior to the IPO, as if they were
outstanding for all periods using the treasury stock method, as applicable,
even though their
Page 6
inclusion is anti-dilutive. Due to the automatic conversion of Preferred
Stock into Common Stock upon the completion of the IPO, Preferred Stock is
assumed to have been converted into Common Stock at the time of issuance,
except for those shares considered to be cheap stock which are treated as
outstanding for all periods presented.
4. RECENT PRONOUNCEMENTS
During March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS 128"), which amends the standards for computing earnings per share
previously set forth in Accounting Principles Board Opinion No. 15,
"Earnings per Share" ("APB 15"). SFAS 128, which will be adopted by the
Company for the periods ending December 31, 1997, will not have a material
effect on the computation of the Company's historical net loss per share
amounts.
Page 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
Since its inception, the Company has been in the development stage and engaged
in research and product development, conducted principally on its own behalf,
but also in connection with various collaborative research and development
agreements with other entities. The Company does not expect to generate positive
cash flows from operations for at least the next several years and, until
product sales commence, the Company expects that its revenue sources will
continue to be limited to grant revenue, research funding and milestone payments
and licensing fees from potential future corporate collaborators. The timing and
amount of such future cash payments and revenues, if any, will be subject to
significant fluctuations, based in part on the success of the Company's research
activities, the receipt of necessary regulatory approvals, the timing of the
achievement of certain other milestones and the extent to which associated costs
are reimbursed under grant or other arrangements. Substantially all of the
Company's revenues from product sales, if any, will be subject to the Company's
obligation to make aggregate royalty payments of up to 5% to certain licensors
of its technology. Further, under the Company's Distribution Agreement with Cobe
BCT, Inc. (collectively with Cobe Laboratories, Inc., "Cobe"), Cobe will perform
marketing and distribution activities and in exchange will receive approximately
38% to 42% of the Company's product sales in the area of stem cell therapy,
subject to negotiated discounts and volume-based adjustments. Research and
development expenses may fluctuate due to the timing of expenditures for the
varying stages of the Company's research and clinical development programs.
Research and development expenses will increase as product development programs
and applications of the Company's products progress through research and
development stages. Under the Company's License Agreement with Immunex, annual
renewal fees of $1,000,000 are payable in each of the next three fiscal years.
Under the Company's Distribution Agreement with Cobe, regulatory approval
activities for the Company's products for stem cell therapies outside of the
United States will be conducted, and paid for, by Cobe. As a result of these and
other factors, the Company's results of operations have fluctuated and are
expected to continue to fluctuate significantly from year to year and from
quarter to quarter and therefore may not be comparable to or indicative of the
result of operations for any future periods.
Over the past several years, the Company's net loss has primarily increased,
consistent with the growth in the Company's scope and size of operations. In the
near term, the Company plans additional moderate growth in employee headcount
necessary to address increasing requirements in the areas of product
development, research, clinical and regulatory affairs, quality systems and
administration. Assuming capital is available to finance such growth, the
Company's operating expenses will continue to increase as a result. At least
until such time as the Company enters into arrangements providing research and
development funding or initiates product sales, the net loss will continue to
increase as well. The Company has never been profitable and does not anticipate
having net income for at least the next several years. Through September 30,
1997, the Company had an accumulated deficit of $44,938,000. There can be no
assurance that the Company will be able to achieve profitability on a sustained
basis, if at all.
Page 8
This report contains, in addition to historical information, forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include
those discussed under this caption, as well as those discussed under the caption
"Business Risks" and in the Company's Annual Report on Form 10-K, as amended.
RESULTS OF OPERATIONS
Three months ended September 30, 1997 and 1996
Total revenues were $16,000 for three months ended September 30, 1997, compared
to $224,000 for the same period in 1996. Revenues in 1996 consist primarily of
research and development revenues under the Company's research collaboration
with Rhone-Poulenc Rorer, Inc., which ended in September 1996.
Total costs and expenses were $3,856,000 for the three months ended September
30, 1997, compared to $3,612,000 for the same period in 1996. The increase in
costs and expenses in 1997 is the result of an increase in research and
development expenses to $3,243,000 in 1997 from $3,160,000 in 1996 and by
general and administrative expenses, which increased to $613,000 for the three
months ended September 30, 1997 from $452,000 for the same period in 1996.
Interest income was $220,000 for the three months ended September 30, 1997,
compared to $126,000 for the same period in 1996. This increase primarily
reflects an increase in the level of cash, cash equivalents, and short-term
investments throughout the period in 1997.
The Company's net loss increased to $3,625,000 for the three months ended
September 30, 1997, from $3,273,000 for the same period in 1996 reflecting an
increase in expenses and a decrease in revenues in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations since Inception primarily through public
and private sales of its equity securities, which from Inception through
September 30, 1997, have totaled approximately $57,942,000, and, to a lesser
degree, through grant funding, payments received under research agreements and
collaborations, interest earned on cash, cash equivalents, and short-term
investments, and funding under equipment leasing agreements. These financing
sources have historically allowed the Company to maintain adequate levels of
cash and other liquid investments.
The Company's combined cash, cash equivalents and short-term investments totaled
$13,631,000 at September 30, 1997, a decrease of $3,376,000 from June 30, 1997.
The primary uses of cash, cash equivalents and short-term investments during the
three months ended September 30, 1997, included $3,331,000 to finance the
Company's operations and working capital requirements, $44,000 in capital
equipment additions and $42,000 in scheduled debt payments. The Company plans to
continue its policy of investing excess funds in short-term, investment-grade,
interest-bearing instruments.
Page 9
The Company's future cash requirements will depend on many factors, including
continued scientific progress in its research and development programs, the
scope and results of clinical trials, the time and costs involved in obtaining
regulatory approvals, the costs involved in filing, prosecuting and enforcing
patents, competing technological and market developments and the cost of product
commercialization. The Company does not expect to generate a positive cash flow
from operations for at least the next several years, due to the expected
increase in spending for research and development programs and the expected cost
of commercializing its product candidates. The Company intends to seek
additional funding through research and development agreements with suitable
corporate collaborators, grants and through public or private financing
transactions. The Company expects that its primary sources of capital for the
foreseeable future will be through collaborative arrangements and through the
public or private sale of its debt or equity securities. There can be no
assurance that such collaborative arrangements, or any public or private
financing, will be available on acceptable terms, if at all, or can be
sustained. Several factors will affect the Company's ability to raise additional
funding, including, but not limited to, market volatility of the Company's stock
and economic conditions affecting the public markets generally or some portion,
or all, of the technology sector. If adequate funds are not available, the
Company may be required to delay, reduce the scope of, or eliminate one or more
of its research and development programs, which may have a material adverse
effect on the Company's business.
CERTAIN BUSINESS CONSIDERATIONS
Commercialization of the Company's technology and product candidates, including
its lead product candidate, the Aastrom( Cell Production System ("Aastrom CPS"),
will require substantial additional research and development by the Company as
well as substantial clinical trials. There can be no assurance that the Company
will successfully complete development of the Aastrom CPS or its other product
candidates, or successfully market its technologies or product candidates, which
lack of success would have a material adverse effect on the Company's business,
financial condition and results of operations. The Company or its collaborators
may encounter problems or delays relating to research and development, clinical
trials, regulatory approval and intellectual property rights of the Company's
technologies and product candidates. The Company's product development efforts
are primarily directed toward obtaining regulatory approval to market the
Aastrom CPS as an alternative to currently used stem cell collection methods.
These existing stem cell collection methods have been widely practiced for a
number of years, and there can be no assurance that any of the Company's
technologies or product candidates will be accepted by the marketplace as
readily as these or other competing processes and methodologies, or at all.
The approval of the United States Food and Drug Administration ("FDA") will be
required before any commercial sales of the Company's product candidates for
stem cell therapy may commence in the United States, and approvals from foreign
regulatory authorities will be required before international sales may commence.
The Company is currently conducting pre-pivotal clinical trials to demonstrate
the safety and biological activity of patient-derived cells or umbilical cord
blood cells produced in the Aastrom CPS in a limited number of patients. If the
results from these pre-pivotal trials are successful, the Company intends to
seek clearance from the FDA to commence a pivotal clinical trial. The patients
enrolled in these pre-pivotal trials and future trials will have undergone
extensive chemotherapy or radiation therapy treatments prior to
infusion of cells produced in the
Page 10
Aastrom CPS. Such treatments will have substantially weakened these patients and
may have irreparably damaged their hematopoietic systems. Due to these and other
factors, it is possible that one or more of these patients may die or suffer
severe complications during the course of the current pre-pivotal trials or
future trials. For example, in the trials to date, a patient who was in the
transplant recovery process died from complications related to the patient's
clinical condition that, according to the physician involved, were unrelated to
the Aastrom CPS procedure. The Company may experience delays in patient accruals
in its current pre-pivotal clinical trials or in future clinical trials, which
could result in increased costs associated with the clinical trials or delays in
receiving regulatory approvals and commercialization, if any. The results of
preclinical studies and early clinical trials of the Company's product
candidates may not necessarily be indicative of results that will be obtained
from subsequent or more extensive clinical trials. Further, there can be no
assurance that pre-pivotal or pivotal clinical trials of any of the Company's
product candidates will demonstrate the safety, reliability and efficacy of such
products, or of the cells produced in such products, to the extent necessary to
obtain required regulatory approvals or market acceptance. There can be no
assurance that, even after the expenditures of substantial time and financial
resources, regulatory approval will be obtained for any products developed by
the Company.
The Company currently arranges for the manufacture of its product candidates and
their components, including certain cytokines, serum and media, with third
parties, and expects to continue to do so in the foreseeable future. There can
be no assurance that the Company's supply of such key cytokines, components and
other materials will not become limited, be interrupted or become restricted to
certain geographic regions. There can also be no assurance that the Company
will be able to obtain alternative components and materials from other
manufacturers of acceptable quality, or on terms or in quantities acceptable to
the Company, if at all. Additionally, there can be no assurance that the
Company will not require additional cytokines, components and other materials to
manufacture, use or market its product candidates, or that necessary key
components will be available for use by the Company in the markets where the it
intends to sell its products. In the event that any of the Company's key
manufacturers or suppliers fail to perform their respective obligations or the
Company's supply of such cytokines, components or other materials becomes
limited or interrupted, the Company would not be able to market its product
candidates on a timely and cost-competitive basis, if at all, which would have a
material adverse effect on the Company's business, financial condition and
results of operations. Certain of the compounds used by the Company in its
current stem cell expansion process involve the use of animal derived products.
The availability of these compounds for clinical and commercial use may become
limited by suppliers or restricted by regulatory authorities which may impose a
potential competitive disadvantage for the Company's products compared to
competing products and procedures. There can be no assurance that the Company
will not experience delays or disadvantages related to the future availability
of such materials. In order for the Company to market its products in Europe,
it must obtain a CE Mark from a Notified Body to certify that the Company and
its operations comply with certain minimum quality standards and compliance
procedures, or, alternatively, that is manufactured products meet a more limited
set of requirements. There can be not assurance that the Company and its
suppliers will be able to meet these minimum requirements, or, if met, that the
Company and its suppliers will be able to maintain such compliance, which would
have a material adverse effect on the Company's business, financial condition
and results of operations.
Page 11
The Company is a development stage company and there can be no assurance that
its product candidates for cell therapy will be successful. The Company has not
yet completed the development and clinical trials of any of its product
candidates and, accordingly, has not yet begun to generate revenues from the
commercialization of any of its product candidates. The Company expects to incur
significant and increasing operating losses for at least the next several years,
primarily owing to the expansion of its research and development programs,
including preclinical studies and clinical trials. The development of the
Company's products will require the Company to raise substantial additional
funds or to seek collaborative partners, or both, to finance related research
and development activities. Because of the Company's potential long-term funding
requirements, it may attempt to access the public or private equity markets if
and whenever conditions are favorable, even if it does not have an immediate
need for additional capital at that time. There can be no assurance that any
such additional funding will be available to the Company on reasonable terms, or
at all. Several factors will affect the Company's ability to raise necessary
additional funding, including market volatility of the Company's stock and
economic conditions affecting the public markets generally or some portion or
all of the technology sector. If adequate funds are not available, the Company
may be required to delay or terminate research and development programs, curtail
capital expenditures, and reduce business development and other operating
activities.
The Company has established a strategic alliance with Cobe for the worldwide
distribution of the Aastrom CPS for stem cell therapy. Cobe has the right to
terminate its Distribution Agreement with the Company upon twelve months'
notice, upon a change of control of the Company, other than to Cobe, or at any
time after December 31, 1997, if Cobe determines that commercialization of the
Aastrom CPS for stem cell therapy on or prior to December 31, 1998 is unlikely.
There can be no assurance that Cobe will pursue the marketing and distribution
of the Company's products, continue to perform its obligations under its
agreements with the Company or that the Company's strategic alliance with Cobe
will result in the successful commercialization and distribution of the
Company's technologies and product candidates. There can also be no assurance
that Cobe will be successful in its efforts to market and distribute the
Company's products for stem cell therapy.
These business considerations, and others, are discussed in more detail and
should be read in conjunction with the Business Risks and Risk Factors discussed
in the Company's Annual Report of Form 10-K, as amended, and Prospectus filed in
October 1997 for a proposed public offering of its securities.
Page 12
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(d) The Company completed its initial public offering of securities pursuant to
a Registration Statement (File No. 333-15415) that was declared effective
on February 3, 1997. Through September 30, 1997, the net offering proceeds
have been applied in the following approximate amounts to the following
categories.
Amount of direct or
indirect payments
to directors, officers,
general partners
or ten percent Amount of
shareholders or payments to
affiliates others
----------------------- -----------------
Construction of plant, buildings and facilities $ - $ -
Purchase and installation of machinery and equipment - -
Purchase of real estate - -
Acquisition of other business(es) - -
Repayment of indebtedness - 110,042
Working capital and general corporate uses 63,716 1,473,472
Temporary investment - -
Product/clinical development - 7,129,784
Research and development - 2,752,951
------- -----------
Total $63,716 $11,466,249
======= ===========
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
--------
See Exhibit Index.
(b) Reports on Form 8-K
-------------------
There were no reports on Form 8-K filed during the period.
Page 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AASTROM BIOSCIENCES, INC.
Date: November 12, 1997 /s/ R. Douglas Armstrong
--------------------------------------
R. Douglas Armstrong, Ph.D.
President, Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 1997 /s/ Todd E. Simpson
--------------------------------------
Todd E. Simpson
Vice President, Finance and Administration,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Page 14
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- ----------------------------------------------------------------
3.1 * Restated Articles of Incorporation of the Company.
3.2 ** Bylaws of the Company.
4.1 ** Amended and Restated Investors' Rights Agreement, dated
April 7, 1992.
4.2 *** Amendment to Amended and Restated Investors' Rights Agreement,
dated April 22, 1997.
10.1 + Amendment to License and Supply Agreement, dated August 25,
1997, between Immunex Corporation and the Company.
10.2 *** Strategic Planning Consulting Services and Collaboration
Agreement, dated October 7, 1997, between Burrill & Company, LLC
and the Company.
10.3 *** Amendment to Stock Purchase Agreement among the Company,
SBIC Partners, L.P. and the State Treasurer of the State
of Michigan dated April 23, 1997.
27.1 Financial Data Schedule.
* Incorporated by reference to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, as filed on March 7,
1997.
** Incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 333-15415), declared effective
on February 3, 1997.
*** Incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 333-37439), as filed on
October 8, 1997.
+ Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended June 30, 1997, as filed on
September 25, 1997.
Page 15
5
3-MOS
JUN-30-1997
JUL-01-1997
SEP-30-1997
1,505,000
12,126,000
0
0
0
13,933,000
2,807,000
1,866,000
14,874,000
1,820,000
0
0
0
57,989,000
(44,983,000)
14,874,000
0
16,000
0
3,856,000
0
0
5,000
(3,625,000)
0
(3,625,000)
0
0
0
(3,625,000)
(.27)
(.27)
